[8-K] Upexi, Inc. Reports Material Event

Rhea-AI Filing Summary

Upexi (Nasdaq: UPXI) filed an 8-K disclosing two material events.

1) $500 million equity line. On 25-Jul-25 the company signed a Common Stock Purchase Agreement with A.G.P./Alliance Global Partners. Management may, at its sole discretion, sell the lesser of (i) $500 million or (ii) shares equal to 19.99 % of current outstanding stock, unless shareholder approval lifts the cap. Stock is issued at 95 % of VWAP via dollar or intraday orders. The facility ends after one year or when fully drawn. A companion Registration Rights Agreement requires a resale registration filing within 30 days and effectiveness within 60 days.

2) Additional Solana purchase. On 23-Jul-25 Upexi bought 83,000 SOL for $16.7 million ($201.34/SOL), lifting holdings to 1.9 million SOL valued above $381 million at the 22-Jul-25 spot price.

Implications: The equity line supplies flexible liquidity but could dilute shareholders by up to 20 % at a 5 % discount. The enlarged cryptocurrency position increases exposure to price volatility and concentration risk.

Positive

• $500 million equity line provides flexible, low-cost access to capital.
• Share issuance priced at only 5% discount to VWAP, limiting cost of capital.
• Solana holdings rise to 1.9 million tokens worth ~$381 million, offering potential upside to crypto appreciation.

Negative

• Facility could dilute shareholders by up to 19.99%, or more with approval.
• Discounted issuance transfers immediate value to the investor and may pressure share price.
• Large concentration in volatile Solana exposes balance sheet to significant price swings.
• Strict registration deadlines introduce execution risk; non-compliance would halt funding.

Insights

Financial Analyst

TL;DR: Equity line boosts liquidity but at potential 20% dilution; Solana buy diversifies assets yet heightens volatility—net impact balanced.

The $500 million commitment gives Upexi a sizeable, on-demand capital source without immediate leverage, enhancing funding optionality for working capital or acquisitions. Pricing at 95 % of VWAP is relatively shareholder-friendly versus PIPE norms. However, issuing nearly one-fifth of the float would weigh on EPS and voting power. The Solana accumulation, now >$381 million, provides mark-to-market upside but links enterprise value to crypto cycles, potentially increasing share-price beta. Overall, the filing is strategically useful but financially neutral until management signals how proceeds will be deployed.

Risk Analyst

TL;DR: Dilutive equity issuance and $381M crypto concentration materially raise capital structure and market risk; investors face pricing, regulatory and volatility uncertainties.

The equity facility’s 19.99 % cap skirts Nasdaq shareholder-approval thresholds but still represents material dilution, especially given the 5 % discount. Should the share price weaken, additional issuance could create a downward spiral. Compliance lapses on the registration timetable would suspend access to funds when most needed. The enlarged Solana exposure concentrates >$381 million of corporate assets in a single, highly volatile token, introducing mark-to-market earnings noise, liquidity risk, and potential regulatory scrutiny. Collectively, these moves tilt the risk-reward profile to the downside.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 23, 2025

UPEXI, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-40535		83-3378978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3030 N. Rocky Point Drive, Suite 240 Tampa, Florida		33607
(Address of Principal Executive Offices)		(Zip Code)

(701) 353-5425

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		UPXI		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement. 

The Equity Offering

Securities Purchase Agreements

On July 25, 2025, Upexi, Inc. a Delaware corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with A.G.P./Alliance Global Partners (the “Investor”), pursuant to which the Company shall have the right, but not the obligation, to direct the Investor to purchase the lesser of (i) $500,000,000 (the “Total Commitment Amount’) or (ii) the Exchange Cap, which shall be the number of shares not to exceed 19.99% of the Company’s shares of common stock, par value $0.00001 per share (“Common Stock”), outstanding on July 25, 2025, unless the Company’s stockholders have approved the issuance of Common Stock in excess of the Exchange Cap, upon satisfaction of certain terms and conditions contained in the Purchase Agreement, including, but not limited to, an effective registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). The Company, under its right but not obligation, may issue and sell to the Investor common stock under dollar volume-weighted average price (“VWAP”) orders or Intraday VWAP orders for such orders multiplied by 95%. The Agreement shall terminate at the earlier of the first anniversary of the Purchase Agreement, the date the Investor shall have purchased shares of Common Stock equal to the Total Commitment Amount, or as otherwise provided in the Purchase Agreement.

The proceeds from the sales by the Company to the Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus supplement thereto filed pursuant to the Registration Rights Agreement.

The Common Stock is being offered pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

Registration Rights Agreement

Concurrent with the Purchase Agreement, on July 25, 2025, the Company and the Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”) providing for the resale of the shares of Common Stock that may be purchased by the Investor pursuant to the Purchase Agreement within 30 days of execution of the Registration Rights Agreement and to have such Resale Registration Statement declared effective with 60 days of the filing date, and to maintain the effectiveness of such Resale Registration Statement.

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The foregoing summaries of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those agreements, which are attached hereto as Exhibits 10.1 and 10.2 respectively, to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sale of Equity Securities. 

The information contained above in Item 1.01 relating to the issuance of the shares of Common Stock is hereby incorporated by reference into this Item 3.02.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company. 

Item 8.01 Other Events.

On July 23, 2025, Upexi, Inc. (the “Company”) issued a press release announcing the acquisition of 83,000 SOL for $16.7 million, or $201.34 per SOL. The purchase brings the Company’s holdings to 1.9 million SOL worth over $381 million using the $200.60 spot price of Solana as of 5:00 pm EST on July 22, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01 Financial Statements and Exhibits 

(a) Exhibits

Number		Description
10.1		Common Stock Purchase Agreement, dated as of July 25, 2025, between Upexi, Inc. and A.G.P./Alliance Global Partners
10.2		Registration Rights Agreement, dated as of July 25, 2025, between Upexi, Inc. and A.G.P./Alliance Global Partners
99.1		Press Release of Upexi, Inc., dated July 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UPEXI, INC.
Date: July 25, 2025	By:	/s/ Andrew Norstrud
	Name:	Andrew Norstrud
	Title:	Chief Financial Officer

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FAQ

How large is Upexi's new equity facility with A.G.P./Alliance Global Partners?

The Common Stock Purchase Agreement allows Upexi to sell up to $500 million in common stock, subject to a 19.99 % share cap.

What pricing formula will be used for future UPXI share sales?

Shares will be issued at 95 % of the volume-weighted average price (VWAP) for the specified order period.

When must Upexi file the resale registration statement?

Under the Registration Rights Agreement, the company must file within 30 days and achieve SEC effectiveness within 60 days.

How many Solana tokens does Upexi now hold?

After purchasing 83,000 SOL, Upexi holds 1.9 million SOL valued at over $381 million (spot price $200.60).

What is the potential shareholder dilution from the equity line?

Absent additional approval, dilution is capped at 19.99 % of existing outstanding shares.